Director/PDMR Shareholding

ROLLS-ROYCE HOLDINGS plc - SHARE PURCHASE PLAN                 

Rolls-Royce Holdings plc (theCompany) announces the purchase on 7th June 2012
of 26,551 ordinary shares in the Company by Computershare Trustees Limited (the
Trustee) at a price of 819.00 pence per share for the purpose of satisfying the
purchase of ordinary shares by eligible employees (including executive
directors and PDMRs) under the Rolls-Royce SharePurchase Plan (the Plan) for
the current month. The Plan has been approved by the Inland Revenue as a share
incentive plan under Schedule 8 to the Finance Act 2000.

The numbers of ordinary shares purchased on this date on behalf of the
executive directors and PDMR were as follows:

Executive directors:

C P Smith 15

M J Terrett 15

PDMRs:

A Michaelis 15

Company notified 13th June 2012

Dated 13th June 2012

For further information please contact :

Paul Davies, Acting Company Secretary, Rolls-Royce Holdings plc, tel. no. 01332
245878